UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 17, 2026 (the “Closing Date”), Arxis, Inc. (“Arxis” or the “Company”) completed the previously announced acquisition of Omnetics Connector Corporation (“Omnetics”) pursuant to the Agreement and Plan of Merger (the “Omnetics Merger”).

The following unaudited pro forma condensed combined financial information was prepared in accordance with the requirements of Article 11 of Regulation S-X and gives effect to the Omnetics Merger (the “Transaction Accounting Adjustments”, as described below in "Note 1. Description of the Omnetics Merger and Basis of Presentation”) as if it had occurred on January 1, 2025 for purposes of the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025.

The unaudited pro forma condensed combined financial information gives pro forma effect only to the Omnetics Merger and does not give pro forma effect to any other transactions completed by the Company during 2026, except as described in Note 2(g) with respect to the determination of pro forma weighted-average common shares outstanding. The results of such other transactions are included in the historical results of the Company from their respective transaction dates.

In accordance with Rule 11-02(c)(1) of Regulation S-X, the unaudited pro forma condensed combined financial information is not required to, and does not, include an unaudited pro forma condensed combined balance sheet as of September 30, 2026 because the Omnetics Merger is already reflected in the Company’s historical condensed consolidated balance sheet as of September 30, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, filed with the Securities and Exchange Commission (“SEC”) on October 29, 2026.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X using accounting policies in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The unaudited pro forma condensed combined financial information: (1) was prepared using the acquisition method of accounting pursuant to Accounting Standards Codification 805, Business Combinations (“ASC 805”), with the Company being the accounting acquirer, and (2) has been adjusted to give pro forma effect to the historical consolidated financial statements of the Company and Omnetics to account for the Omnetics Merger.

In accordance with ASC 805, the Company used its best estimates and assumptions to assign fair values to the tangible and identifiable intangible assets acquired and liabilities assumed, and to the related income tax impacts as of the Closing Date. The estimated excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed was allocated to goodwill. The estimated fair values of the assets acquired and liabilities assumed are considered preliminary and are based on the information that was available as of the Closing Date. Actual future results of the combined company may differ significantly from the pro forma amounts presented here due to various factors, including differences between the preliminary purchase price allocation and the final allocation, future business performance, integration efforts, and market conditions. The unaudited pro forma condensed combined financial information reflects all material adjustments necessary to be in accordance with Article 11 of Regulation S-X and is based on available information and certain assumptions we believe are reasonable but are subject to change.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have been achieved if the Omnetics Merger had been consummated on the date indicated, or that the combined company may achieve in future periods. Further, the unaudited pro forma condensed combined financial information does not reflect any revenue and operating synergies or cost savings that may result from the Omnetics Merger.

The unaudited pro forma condensed combined financial information and related notes are derived from:

ARXIS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2026

(in thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

ARXIS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

(in thousands, except per share data)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Description of the Omnetics Merger and Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” and presents the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026, and for the year ended December 31, 2025, which combine the historical statements of operations of Arxis and Omnetics, giving effect to the Omnetics Merger as if it had occurred on January 1, 2025.

The unaudited pro forma combined statements of operations combine the results of operations of Arxis for the nine months ended September 30, 2026 (which includes the results of Omnetics starting August 17, 2026) with the results of operations of Omnetics for the six months ended June 30, 2026 and for the period from July 1, 2026 to August 16, 2026.

The Omnetics Merger

On May 29, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Omnetics. Omnetics is a leading designer and manufacturer of proprietary high-reliability Micro-D-Sub and Nano-D-Sub connectors and interconnect assemblies used in critical defense and space, commercial aerospace and medical applications and operates within the Company’s Electronic Components segment.

On August 17, 2026, the Company closed the Omnetics Merger. The aggregate consideration for the Merger was based on an agreed enterprise value, which was $770.0 million, subject to customary closing adjustments. At closing, the Company issued 13,351,964 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), to the former shareholders of Omnetics and funded $8.0 million of cash escrow accounts pursuant to the Merger Agreement.

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the Omnetics Merger. Under the acquisition method of accounting, in accordance with ASC 805, the assets and liabilities of Omnetics, at the Closing Date, were recorded at their estimated fair values and any excess of the consideration transferred over the fair value of Omnetics’ net assets was allocated to goodwill. The assets and liabilities of Omnetics have been measured based on various estimates, based on information that is currently available. The results of operations of Omnetics are included within the Company’s results of operations prospectively from the Closing Date.

The unaudited pro forma condensed combined financial data does not reflect any cost savings, operating synergies, or revenue enhancements from the Omnetics Merger.

Preliminary Consideration Transferred

The total preliminary consideration transferred is calculated as follows (in thousands, except per share data):

Preliminary Purchase Price Allocation

The preliminary consideration transferred was allocated to the identifiable assets acquired and liabilities assumed of Omnetics based on their preliminary estimated fair values and consisted of total assets acquired of $914.0 million, including $462.0 million of intangible assets, $354.6 million of goodwill, $52.5 million of inventories, and $44.9 million of all other current and non-current assets, with $136.9 million of assumed total liabilities, which includes $115.7 million of deferred tax liabilities.

Goodwill is calculated as the excess of the total consideration transferred over the estimated fair value of the net assets acquired. The goodwill is attributable to synergies and economies of scale expected from combining the operations of Arxis and Omnetics.

Note 2. Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

Transaction Accounting Adjustments include the following adjustments related to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2026 and for the year ended December 31, 2025, as follows:

Because Arxis did not have common stock outstanding prior to the Reorganization, pro forma weighted-average common shares outstanding for both periods include the shares issued in the Reorganization and the IPO (as described and defined within the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on April 16, 2026) as if issued on January 1, 2025, reflecting the Company’s capital structure at the time of the Omnetics Merger. The Reorganization and the IPO are reflected solely in pro forma weighted-average common shares outstanding for purposes of determining pro forma net income per share. Shares of common stock issued upon the vesting of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) granted in connection with the Reorganization are included in pro forma basic weighted-average common shares outstanding from their respective vesting dates. Unvested RSAs and RSUs are excluded from pro forma basic weighted-average common shares outstanding.

The Company’s share of convertible common stock is a participating security. Accordingly, pro forma basic net income per share is calculated using the two-class method, under which pro forma net income is allocated to the convertible common stock based on its contractual right to participate in dividends on an as-converted basis, determined using shares outstanding as of September 30, 2026. For pro forma diluted net income per share, the Company applied the if-converted method, which was more dilutive than the two-class method for both periods presented.

Pro forma diluted weighted-average common shares outstanding include the dilutive effect of unvested RSAs and RSUs granted in connection with the Reorganization and the convertible common stock as if such instruments had been outstanding for the entirety of each period presented. The dilutive effect of unvested RSAs and RSUs was calculated using the treasury stock method based on the Company’s computation for the period from April 1, 2026 through September 30, 2026 in its historical financial statements. Because the Company’s Class A common stock was not publicly traded prior to the IPO, the same incremental shares were applied to the year ended December 31, 2025. The dilutive effect of the convertible common stock was calculated under the if-converted method as of September 30, 2026, consistent with the Company’s diluted net income per share for the nine months ended September 30, 2026.

The following table summarizes the computation of the unaudited pro forma net income per share, basic and diluted: